SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


MacKenzie Realty Capital, Inc.
(Name of Issuer)


Common Stock, $0.0001 par value per share
(Title of Class of Securities)


55453W105
(CUSIP Number)


Chip Patterson
89 Davis Rd. Suite 100,
Orinda, CA, 94563
925-631-9100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
10/02/2025
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D/A
CUSIP No.
55453W105


1 Name of reporting person

DIXON ROBERT E
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☒  (b)
3SEC use only
4 Source of funds (See Instructions)

PF, WC, OO
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 32,295.00
8 Shared Voting Power: 92,424.00
9 Sole Dispositive Power: 32,295.00
10 Shared Dispositive Power: 92,424.00
11 Aggregate amount beneficially owned by each reporting person

124,719.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

7.1 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) The number of shares reported as beneficially owned is as of October 3, 2025. The shares reported consists of (A) 32,295 shares owned directly by the reporting person, as well as (B) 5,569 shares owned by MPF Successors, LP ("MPF Successors") and 86,855 shares owned by MacKenzie Real Estate Advisers, LP ("MREA"), in which the reporting person has a pecuniary interest and as to which the reporting person may be deemed to share voting power and investment power. (2) The percentage is calculated based on a total of 1,769,284 of the Issuer's shares of common stock outstanding as of September 29, 2025.



SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

Common Stock, $0.0001 par value per share
(b) Name of Issuer:

MacKenzie Realty Capital, Inc.
(c) Address of Issuer's Principal Executive Offices:

89 DAVIS ROAD, STE. 100, ORINDA, CALIFORNIA , 94563.
Item 1 Comment: This Amendment No. 1 (Amendment) amends and supplements the statement on Schedule 13D filed on August 21, 2025 (the Original Schedule 13D), relating to the shares of common stock, $0.0001 par value per share (the Shares) of MacKenzie Realty Capital, Inc. (the Issuer) capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D. Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged.
Item 5.Interest in Securities of the Issuer
(a)
The Reporting Person's total beneficial ownership amounts to 124,719 shares of common stock, constituting approximately 7.1% of the outstanding shares of common stock of the Issuer based upon 1,769,284 shares of common stock of the Issuer outstanding as of September 29, 2025.
(c)
During the past sixty days, the Reporting Person acquired 9,000 shares on August 18, 2025 at $5.10 per share. As noted above, the Reporting Person also may be deemed to share voting power and investment power with respect to the following shares acquired by MREA: (i) on August 13, 2025, MREA acquired 1,000 shares at $4.92 per share and 1,000 shares at $4.91 per share; (ii) on August 12, 2025, MREA acquired 198 shares at $4.9365 per share and 1,000 shares at $4.9008 per share; (iii) on August 8, 2025, MREA acquired 2,000 shares at $4.4424 per share; (iv) on August 7, 2025, MREA acquired 7,949 shares at $4.64 per share; and (v) on August 6, 2025, MREA acquired 22,559 shares at $4.31 per share. (vi) on October 2, 2025, MREA acquired 4,000 shares at $5.10 per share; 4,000 shares at $5.05 per share; 4,000 shares at $5.00 per share; 2,000 shares at $5.09 per share (vii) on October 3, 2025, MREA acquired 1,000 shares at $5.10 per share.

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
DIXON ROBERT E
 Signature:/s/ Robert Dixon
 Name/Title:Chip Patterson, Attorney-in-fact
 Date:10/06/2025